<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For Fiscal Year Ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
[] OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NO. 1-5424
A. Full title of the plan:
DELTA FAMILY-CARE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DELTA AIR LINES, INC.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
------------------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
JUNE 30, 1994
-------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
* Statement of Net Assets Available for Benefits With Fund Information--June
30, 1994
* Statement of Net Assets Available for Benefits With Fund Information--June
30, 1993
* Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended June 30, 1994
* Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended June 30, 1993
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULES:
<S> <C> <C>
Schedule I Item 27a Schedule of Assets Held for Investment Purposes--
June 30, 1994
Schedule II Item 27a Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed Of Within
the Plan Year for the Year Ended June 30, 1994
Schedule III Item 27b Schedule of Loans or Fixed Income Obligations--
June 30, 1994
Schedule IV Item 27d Schedule of Reportable Transactions for the
Year Ended June 30, 1994
</TABLE>
-2-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Administrative Committee of the Delta Family-Care Savings Plan:
We have audited the accompanying statements of net assets available for benefits
with fund information of the DELTA FAMILY-CARE SAVINGS PLAN (the "Plan") as of
June 30, 1994 and 1993, and the related statements of changes in net assets
available for benefits with fund information for the years then ended. These
financial statements and the schedules referred to below are the responsibility
of the Administrative Committee (the "Committee") appointed by the Board of
Directors of Delta Air Lines, Inc., in its capacity as Administrator of the
Plan. Our responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Committee, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
June 30, 1994 and 1993, and the changes in its net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying table of contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits with fund information and the statements of changes in
net assets available for benefits with fund information is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Arthur Andersen LLP
Atlanta, Georgia
January 6, 1995
-3-
<PAGE>
Delta Family-Care Savings Plan
Statement of Net Assets Available for Benefits With Fund Information
June 30, 1994
<TABLE>
<CAPTION>
Total
Fund Investments Receivables Assets Liabilities Net Assets
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Note 2) (Schedule I) (Note 3) (Note 3)
Stocks $ 300,263,000 $ 6,925,000 $ 307,188,000 $ 409,000 $ 306,779,000
Bonds 119,063,000 787,000 119,850,000 378,000 119,472,000
Delta Stock 82,923,000 785,000 83,708,000 1,000 83,707,000
Contracts 582,721,000 1,993,000 584,714,000 64,000 584,650,000
Index 96,381,000 786,000 97,167,000 - 97,167,000
Conservative 33,619,000 184,000 33,803,000 40,000 33,763,000
Growth 57,978,000 425,000 58,403,000 66,000 58,337,000
Delaware 992,000 - 992,000 - 992,000
Contrafund 61,576,000 6,000 61,582,000 - 61,582,000
Equity-Income 8,107,000 1,000 8,108,000 - 8,108,000
Growth & Income 9,286,000 1,000 9,287,000 - 9,287,000
Magellan 50,845,000 7,000 50,852,000 - 50,852,000
OTC 939,000 - 939,000 - 939,000
Merrill Lynch 1,617,000 - 1,617,000 - 1,617,000
Templeton 13,849,000 - 13,849,000 - 13,849,000
Select 1,007,000 - 1,007,000 - 1,007,000
Ultra 7,005,000 - 7,005,000 - 7,005,000
Preferred 575,020,000 7,213,000 582,233,000 465,905,000 116,328,000
Participant Loans 35,009,000 - 35,009,000 - 35,009,000
---------------------------------------------------------------------------------------
TOTAL $ 2,038,200,000 $ 19,113,000 $ 2,057,313,000 $ 466,863,000 $ 1,590,450,000
=======================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE>
Delta Family-Care Savings Plan
Statement of Net Assets Available for Benefits With Fund Information
June 30, 1993
<TABLE>
<CAPTION>
Fund Investments Receivables Total Assets Liabilities Net Assets
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Note 2) (Schedule I) (Note 3) (Note 3)
Stocks $ 225,479,000 $ 18,486,000 $ 243,965,000 $ 2,473,000 $ 241,492,000
Bonds 147,261,000 764,000 148,025,000 79,000 147,946,000
Delta Stock 103,614,000 725,000 104,339,000 - 104,339,000
Contracts 690,082,000 2,382,000 692,464,000 124,000 692,340,000
Index 88,715,000 698,000 89,413,000 12,000 89,401,000
Preferred 563,985,000 7,063,000 571,048,000 478,629,000 92,419,000
Participant Loans 24,855,000 - 24,855,000 - 24,855,000
------------------------------------------------------------------------------------
TOTAL $ 1,843,991,000 $ 30,118,000 $ 1,874,109,000 $ 481,317,000 $ 1,392,792,000
====================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
Delta Family-Care Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
For the Year Ended June 30, 1994
Page 1 of 3
<TABLE>
<CAPTION>
Stocks Bonds Delta Stock Contracts Index Conservative Growth
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contributions:
Participants' $ 38,166,000 $ 14,717,000 $ 13,216,000 $ 41,636,000 $ 16,907,000 $ 4,634,000 $ 9,772,000
Employer's (Delta) 4,820,000 1,443,000 1,648,000 4,903,000 1,593,000 419,000 761,000
-------------------------------------------------------------------------------------------------
$ 42,986,000 $ 16,160,000 $ 14,864,000 $ 46,539,000 $ 18,500,000 $ 5,053,000 $ 10,533,000
-------------------------------------------------------------------------------------------------
Investment income:
Net appreciation/
(depreciation)
in fair value of
investments 21,295,000 (438,000) (3,164,000) - 1,139,000 (1,079,000) (1,567,000)
Interest and dividends 605,000 228,000 711,000 40,070,000 250,000 62,000 121,000
-------------------------------------------------------------------------------------------------
21,900,000 (210,000) (2,453,000) 40,070,000 1,389,000 (1,017,000) (1,446,000)
Less investment expenses (1,498,000) (659,000) (14,000) - - (125,000) (194,000)
-------------------------------------------------------------------------------------------------
$ 20,402,000 $ (869,000) $ (2,467,000) $ 40,070,000 $ 1,389,000 $ (1,142,000) $ (1,640,000)
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
TOTAL ADDITIONS $ 63,388,000 $ 15,291,000 $ 12,397,000 $ 86,609,000 $ 19,889,000 $ 3,911,000 $ 8,893,000
-------------------------------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Withdrawals (8,499,000) (5,678,000) (3,913,000) (32,081,000) (3,196,000) (1,786,000) (1,579,000)
Administrative expenses (74,000) (119,000) (1,000) (534,000) (56,000) (47,000) (86,000)
Interest expense on ESOP
notes - - - - - - -
-------------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS $ (8,573,000) $ (5,797,000) $ (3,914,000) $ (32,615,000) $ (3,252,000) $ (1,833,000) $ (1,665,000)
-------------------------------------------------------------------------------------------------
Net increase prior to
interfund transfers: $ 54,815,000 $ 9,494,000 $ 8,483,000 $ 53,994,000 $ 16,637,000 $ 2,078,000 $ 7,228,000
Interfund transfers 10,472,000 (37,968,000) (29,115,000) (161,684,000) (8,871,000) 31,685,000 51,109,000
-------------------------------------------------------------------------------------------------
Net increase/(decrease) $ 65,287,000 $(28,474,000) $(20,632,000) $(107,690,000) $ 7,766,000 $ 33,763,000 $ 58,337,000
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of Year,
June 30, 1993 $241,492,000 $147,946,000 $104,339,000 $ 692,340,000 $ 89,401,000 $ - $ -
End of Year, June 30, 1994 $306,779,000 $119,472,000 $ 83,707,000 $ 584,650,000 $ 97,167,000 $ 33,763,000 $ 58,337,000
=================================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
Delta Family-Care Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
For the Year Ended June 30, 1994
Page 2 of 3
<TABLE>
<CAPTION>
Growth & Merrill
Delaware Contrafund Equity-Income Income Magellan OTC Lynch
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 246,000 $ 12,704,000 $ 1,441,000 $ 1,736,000 $ 10,450,000 $ 251,000 $ 404,000
Employer's (Delta) 30,000 867,000 94,000 121,000 1,074,000 12,000 6,000
--------------------------------------------------------------------------------------
$ 276,000 $ 13,571,000 $ 1,535,000 $ 1,857,000 $ 11,524,000 $ 263,000 $ 410,000
--------------------------------------------------------------------------------------
Investment income:
Net appreciation/(depreciation)
in fair value of investments (189,000) (7,442,000) (386,000) (382,000) (8,122,000) (126,000) (38,000)
Interest and dividends 57,000 4,530,000 472,000 306,000 4,845,000 60,000 61,000
--------------------------------------------------------------------------------------
(132,000) (2,912,000) 86,000 (76,000) (3,277,000) (66,000) 23,000
Less investment expenses - - - - - - -
--------------------------------------------------------------------------------------
$(132,000) $ (2,912,000) $ 86,000 $ (76,000) $ (3,277,000) $ (66,000) $ 23,000
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
TOTAL ADDITIONS $ 144,000 $ 10,659,000 $ 1,621,000 $ 1,781,000 $ 8,247,000 $ 197,000 $ 433,000
--------------------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (21,000) (1,552,000) (168,000) (311,000) (1,296,000) (41,000) (64,000)
Administrative expenses (1,000) (19,000) (2,000) (2,000) (18,000) - -
Interest expense on ESOP notes - - - - - - -
--------------------------------------------------------------------------------------
TOTAL DEDUCTIONS $ (22,000) $ (1,571,000) $ (170,000) $ (313,000) $ (1,314,000) $ (41,000) $ (64,000)
--------------------------------------------------------------------------------------
Net increase prior to interfund transfers: $ 122,000 $ 9,088,000 $ 1,451,000 $ 1,468,000 $ 6,933,000 $ 156,000 $ 369,000
Interfund transfers 870,000 52,494,000 6,657,000 7,819,000 43,919,000 783,000 1,248,000
--------------------------------------------------------------------------------------
Net increase/(decrease) $ 992,000 $ 61,582,000 $ 8,108,000 $ 9,287,000 $ 50,852,000 $ 939,000 $1,617,000
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year, June 30, 1993 $ - $ - $ - $ - $ - $ - $ -
End of Year, June 30, 1994 $ 992,000 $ 61,582,000 $ 8,108,000 $ 9,287,000 $ 50,852,000 $ 939,000 $1,617,000
======================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
-7-
<PAGE>
Delta Family-Care Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
For the Year Ended June 30, 1994
Page 3 of 3
<TABLE>
<CAPTION>
Participant
Templeton Select Ultra Preferred Loans
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 1,553,000 $ 238,000 $ 1,471,000 $ - $ -
Employer's (Delta) 201,000 15,000 124,000 35,276,000 -
-----------------------------------------------------------------------------
$ 1,754,000 $ 253,000 $ 1,595,000 $ 35,276,000 $ -
-----------------------------------------------------------------------------
Investment income:
Net appreciation/(depreciation)
in fair value of investments (253,000) (210,000) (838,000) (4,156,000) -
Interest and dividends 248,000 103,000 19,000 30,228,000 -
-----------------------------------------------------------------------------
$ (5,000) $ (107,000) $ (819,000) $ 26,072,000 $ -
Less investment expenses - - - - -
-----------------------------------------------------------------------------
$ (5,000) $ (107,000) $ (819,000) $ 26,072,000 $ -
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
TOTAL ADDITIONS $ 1,749,000 $ 146,000 $ 776,000 $ 61,348,000 $ -
-----------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (155,000) (11,000) (192,000) (3,575,000) (875,000)
Administrative expenses (2,000) - (3,000) (46,000) -
Interest expense on ESOP notes - - - (33,818,000) -
-----------------------------------------------------------------------------
TOTAL DEDUCTIONS $ (157,000) $ (11,000) $ (195,000) $ (37,439,000) $ (875,000)
-----------------------------------------------------------------------------
Net increase prior to interfund
transfers: $ 1,592,000 $ 135,000 $ 581,000 $ 23,909,000 $ (875,000)
Interfund transfers 12,257,000 872,000 6,424,000 - 11,029,000
-----------------------------------------------------------------------------
Net increase/(decrease) $ 13,849,000 $ 1,007,000 $ 7,005,000 $ 23,909,000 $ 10,154,000
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year, June 30, 1993 $ - $ - $ - $ 92,419,000 $ 24,855,000
End of Year, June 30, 1994 $ 13,849,000 $ 1,007,000 $ 7,005,000 $ 116,328,000 $ 35,009,000
=============================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
<TABLE>
<CAPTION>
TOTAL
------------------
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 169,542,000
Employer's (Delta) 53,407,000
-----------------
$ 222,949,000
-----------------
Investment income:
Net appreciation/(depreciation)
in fair value of investments (5,956,000)
Interest and dividends 82,976,000
-----------------
$ 77,020,000
Less investment expenses (2,490,000)
-----------------
$ 74,530,000
-----------------
-----------------
TOTAL ADDITIONS $ 297,479,000
-----------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (64,993,000)
Administrative expenses (1,010,000)
Interest expense on ESOP notes (33,818,000)
-----------------
TOTAL DEDUCTIONS (99,821,000)
-----------------
Net increase prior to interfund
transfers: $ 197,658,000
Interfund transfers -
-----------------
Net increase/(decrease) $ 197,658,000
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year, June 30, 1993 $ 1,392,792,000
End of Year, June 30, 1994 $ 1,590,450,000
=================
</TABLE>
The accompanying notes are an integral part of this statement.
-8-
<PAGE>
Delta Family-Care Savings Plan
Statement Of Changes in Net Assets Available for Benefits With Fund Information
For the Year Ended June 30, 1993
<TABLE>
<CAPTION>
Stocks Bonds Delta Stock Contracts Index
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ 31,082,000 $ 17,500,000 $ 21,496,000 $ 63,514,000 $ 14,475,000
Employer's (Delta) 2,441,000 1,146,000 1,434,000 4,570,000 1,242,000
--------------------------------------------------------------------------------
$ 33,523,000 $ 18,646,000 $ 22,930,000 $ 68,084,000 $ 15,717,000
--------------------------------------------------------------------------------
Investment income:
Net appreciation/(depreciation) in fair value of
investments 21,738,000 4,166,000 (12,066,000) - 8,125,000
Interest and dividends 7,559,000 8,135,000 1,417,000 50,654,000 3,000
--------------------------------------------------------------------------------
$ 29,297,000 $ 12,301,000 $(10,649,000) $ 50,654,000 $ 8,128,000
Less investment expenses (668,000) (290,000) 1,000 (2,122,000) (36,000)
--------------------------------------------------------------------------------
$ 28,629,000 $ 12,011,000 $(10,648,000) $ 48,532,000 $ 8,092,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TOTAL ADDITIONS $ 62,152,000 $ 30,657,000 $ 12,282,000 $116,616,000 $ 23,809,000
--------------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (9,352,000) (7,374,000) (5,202,000) (38,115,000) (2,577,000)
Interest expense on ESOP notes - - - - -
--------------------------------------------------------------------------------
TOTAL DEDUCTIONS $ (9,352,000) $ (7,374,000) $ (5,202,000) $(38,115,000) $ (2,577,000)
--------------------------------------------------------------------------------
Net increase prior to interfund transfers: $ 52,800,000 $ 23,283,000 $ 7,080,000 $ 78,501,000 $ 21,232,000
Interfund transfers (408,000) 3,025,000 (7,300,000) (14,520,000) 15,499,000
--------------------------------------------------------------------------------
Net increase/(decrease) $ 52,392,000 $ 26,308,000 $ (220,000) $ 63,981,000 $ 36,731,000
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year, June 30, 1992 $189,100,000 $121,638,000 $104,559,000 $628,359,000 $ 52,670,000
End of Year, June 30, 1993 $241,492,000 $147,946,000 $104,339,000 $692,340,000 $ 89,401,000
================================================================================
</TABLE>
The accompanying notes are an integral part of this statement.
<TABLE>
<CAPTION>
Participant
Preferred Loans Total
----------------------------------------------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants' $ - $ - $ 148,067,000
Employer's (Delta) 40,503,000 - 51,336,000
----------------------------------------------
$ 40,503,000 $ - $ 199,403,000
----------------------------------------------
Investment income:
Net appreciation/(depreciation) in fair value of
investments (4,120,000) - 17,843,000
Interest and dividends 30,495,000 2,198,000 100,461,000
----------------------------------------------
$ 26,375,000 $ 2,198,000 $ 118,304,000
Less investment expenses - - (3,115,000)
----------------------------------------------
$ 26,375,000 $ 2,198,000 $ 115,189,000
----------------------------------------------
----------------------------------------------
TOTAL ADDITIONS $ 66,878,000 $ 2,198,000 $ 314,592,000
----------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals (2,100,000) - (64,720,000)
Interest expense on ESOP notes (34,815,000) - (34,815,000)
----------------------------------------------
TOTAL DEDUCTIONS $(36,915,000) $ - $ (99,535,000)
----------------------------------------------
Net increase prior to interfund transfers: $ 29,963,000 $ 2,198,000 $ 215,057,000
Interfund transfers - 3,704,000 -
----------------------------------------------
Net increase/(decrease) $ 29,963,000 $ 5,902,000 $ 215,057,000
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year, June 30, 1992 $ 62,456,000 $18,953,000 $1,177,735,000
End of Year, June 30, 1993 $ 92,419,000 $24,855,000 $1,392,792,000
==============================================
</TABLE>
The accompanying notes are an integral part of this statement.
-9-
<PAGE>
DELTA FAMILY-CARE SAVINGS PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
JUNE 30, 1994 AND 1993
----------------------
1. DESCRIPTION OF PLAN:
The following description of the Delta Family-Care Savings Plan (the
"Plan") provides only general information regarding the Plan as in effect
on June 30, 1994. Participants should refer to the Plan document for a
complete description of the Plan's provisions.
The Plan is a defined contribution plan established by Delta Air Lines,
Inc. ("Delta"). Active Delta personnel who have completed 12 consecutive
months of employment and are either paid on the United States domestic
payroll or employed in the Commonwealth of Puerto Rico are eligible to
participate in the Plan. Effective July 1, 1993, the Plan was amended to
permit participation to begin on the first day of the first pay period
following eligibility. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The operation and administration of the Plan (except for investment
management and control of assets) are vested in the Administrative
Committee appointed by the board of directors of the Company. The Benefit
Funds Investment Committee (the "BFIC") of the board of directors is
responsible for investment management and control of assets of the Plan.
The BFIC has appointed outside investment managers and a trustee to manage
assets of the Plan. The BFIC evaluates the performance of the investment
managers and the trustee. The investment managers and the trustee are
authorized to purchase and sell securities subject to certain investment
restrictions determined by the BFIC.
Effective July 1, 1993, the trustee and recordkeeping functions of the Plan
were transferred to Fidelity Management Trust Company (the "Trustee") and
Fidelity Institutional Retirement Services Company (the "Recordkeeper"),
respectively. The Recordkeeper is responsible for maintaining appropriate
records of investment transactions and, under the direction of the
Administrative Committee, for distributions from participants' accounts.
Prior to this date, the trustee and recordkeeper were Harris Trust and
Savings Bank ("Harris") and Delta, respectively.
Contributions
Eligible non-pilot personnel who are not based in Puerto Rico and who
had gross earnings (as defined in the Plan) of less than $55,000 in
the previous calendar year may contribute up to 15% of their earnings
to the Plan. Eligible non-pilot personnel who had gross earnings of
$55,000 or more in the previous calendar year and Puerto Rico based
personnel may contribute up to 10% of their gross earnings to the
Plan. Eligible pilot personnel may contribute up to 6% of their gross
earnings to the Plan. These contributions may be made, at the option
of the employee, as pre-tax contributions or after-tax contributions,
or as a combination of both pre-tax and after-tax contributions. Delta
contributes an amount equal to 50% of the employee's contributions.
However, for the purpose of determining the amount of Delta's
contributions, only employee contributions of up to 4% of gross
earnings are considered. In accordance with federal law, an employee's
annual gross earnings in excess of specified levels are not considered
for purposes of determining how much the employee or Delta may
contribute to the Plan. Moreover, there are other limits
-10-
<PAGE>
imposed by federal law which may limit the amount of pre-tax, after-
tax, or employer contributions that may be made on behalf of a
participant.
Beginning October 1, 1989, the first $1,000 (increased by $50 per Plan
year) of Delta's contributions to a participant's account is invested
in Delta's Series B ESOP Convertible Preferred Stock ("Preferred
Stock") and Delta's common stock ("Common Stock") (see Note 8). The
remainder, if any, of Delta's contributions to a participant's account
during a Plan year will be invested in the other Plan funds (see Note
2) in the same proportion as the participant directs for his or her
own contributions.
Vesting
Participants are immediately vested in all contributions to their
accounts plus actual earnings thereon.
Account Distributions
Upon retirement or disability, a participant's non-ESOP account
balance is distributed in the form of monthly installments which
continue over the participant's life expectancy. The life expectancy
is calculated on the participant's retirement date, date of total and
permanent disability, or, if distribution is deferred, the date the
request for distribution is processed. The monthly installment payment
is adjusted monthly to reflect investment gains and losses. However, a
participant may elect a different form of retirement benefit such as a
single sum cash payment, cash payments in monthly variable
installments for a definite period not to exceed life expectancy, or
variable monthly installments to be paid over the life expectancy of
the participant and the participant's spouse. A participant's ESOP
account balance may be distributed as a lump sum cash payment or in
Common Stock, at the participant's election.
Upon termination of employment for reasons other than retirement, a
participant's non-ESOP account balance may be distributed as a lump
sum payment or the participant may elect to defer distribution. A
participant's ESOP account balance may be distributed as a lump sum
cash payment or in Common Stock, at the participant's election.
A participant, while employed, may elect to withdraw all after-tax
contributions, pre-1989 matching contributions and the earnings
thereon, a portion of which may be subject to a significant tax
penalty. Under certain specified hardship circumstances, a
participant, while employed, may also elect to withdraw pre-tax
contributions, which may be subject to a significant tax penalty.
Loans to Participants
Participants may borrow against a portion of their Plan account
balances. The loans are repaid, generally through regular payroll
deductions, over a period not to exceed four years. The principal
amount of the loans are assets of the Plan and earn interest at a rate
equal to the average of the secured loan interest rate and the
unsecured loan interest rate of the Delta Employees' Credit Union.
This rate fluctuated between 9.70% and 10.75% during the 1993 and 1994
Plan years. At June 30, 1994, 89 participant loans had delinquent
balances totaling an aggregate of $257,000.
Administrative Expenses
Certain administrative functions for the Plan are performed by
officers or employees of Delta. No such officer or employee receives
compensation from the Plan.
2. INVESTMENT OPTIONS
Six investment funds, all of which are participant directed except the
Preferred Stock Fund, were available to all participants under the Plan
during the fiscal year ended June 30, 1993.
. Commingled Stocks Fund ("Stocks") - invested primarily in common stock
of corporations other than Delta;
. Commingled Bonds Fund ("Bonds") - invested primarily in fixed-income
securities;
. Delta Common Stock Fund ("Delta Stock") - invested primarily in
Common Stock;
-11-
<PAGE>
. Insurance Contracts/Stable Value Fund ("Contracts") - invested
primarily in a portfolio of investment contracts issued by major
insurance companies;
. Stock Index/Fidelity U. S. Equity Index Commingled Fund ("Index") -
invested primarily in a portfolio of the common stock of corporations
included in the Standard & Poor's 500 Index; and
. Preferred Stock Fund ("Preferred") - invested primarily in Preferred
Stock and Common Stock (see Note 8).
Effective July 1, 1993, the Plan was amended to permit eligible non-pilot
personnel to invest in six funds substantially equivalent to those
described in the preceding paragraph, two investment strategy portfolios,
and a "Window of Choices" option containing ten mutual funds. The
investment strategy portfolios are:
. Conservative Growth Balanced Fund ("Conservative") - invests primarily
in high-quality fixed-income securities and some diversified U.S.
equity securities; and
. Growth Balanced Fund ("Growth") - invests primarily in diversified
U.S. equity securities and some high-quality fixed-income securities.
The "Window of Choices" option contains the following ten mutual funds:
. Delaware Group Trend Fund ("Delaware") - invests primarily in U. S.
stocks of emerging and other growth-oriented companies;
. Fidelity Contrafund ("Contrafund") - invests primarily in common
stocks and securities convertible into common stocks and other
securities for capital appreciation;
. Fidelity Equity-Income Fund ("Equity-Income") - invests primarily in
dividend-paying common and preferred stocks;
. Fidelity Growth & Income Fund ("Growth & Income") - invests primarily
in U. S. equity securities of companies that offer potential for
earnings growth while paying current dividends;
. Fidelity Magellan Fund ("Magellan") - invests primarily in common
stocks and securities convertible into common stocks;
. Fidelity OTC Portfolio ("OTC") - invests primarily in securities that
are traded on the "over the counter" market;
. Merrill Lynch Capital Fund (Class A) ("Merrill Lynch") - invests
primarily in equity securities, corporate bonds, money market
securities, or securities of foreign issuers;
. Templeton Foreign Equity Series Fund ("Templeton") - invests primarily
in stocks of undervalued foreign companies;
. Twentieth Century Select Investors Fund ("Select") - invests primarily
in large capitalization U. S. common stocks; and
. Twentieth Century Ultra Investors Fund ("Ultra") - invests primarily in
U. S. common stocks of small-to-medium sized companies.
During the Plan year ended June 30, 1993, participants could allocate
contributions in 10% multiples among Stocks, Bonds, Delta Stock,
Contracts, and Index, but could not allocate more than 50% of their
contributions to Delta Stock. During the Plan year ended June 30, 1994,
participants could allocate in 1% multiples among Stocks, Bonds, Delta
Stock, Contracts, Index, Conservative, Growth, and one fund selected at
the participants' discretion in the Window of Choices, but they could not
allocate more than 50% of their contributions to Delta Stock.
-12-
<PAGE>
3. SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting. Certain reclassifications have been made to the
1993 financial statements to conform to the 1994 presentation.
Investments
Investments (see Note 2), except for insurance contracts and Preferred
Stock, are stated at fair value determined from publicly stated price
information at the end of each day. Investments in insurance
contracts are stated at contract values, as permitted by the U.S.
Department of Labor for Form 5500 purposes. Preferred Stock has a
stated value of $72 per share (see Note 8).
Investments that represent 5% or more of total Plan assets at June 30,
1994, and the applicable number of shares or principal amounts are
separately identified as follows:
<TABLE>
<CAPTION>
Number of
Shares or
Principal Market or
Amount Contract Value
----------- -----------------
<S> <C> <C>
Delta U.S. Equity Pool 23,935,682 $ 248,692,000
Fidelity Broad Market Duration Portfolio 14,035,630 162,392,000
Delta Common Stock 2,980,285 134,859,000
Delta Preferred Stock 6,878,294 495,237,000
</TABLE>
The net appreciation/depreciation in fair value of investments
includes both net unrealized appreciation/depreciation of Plan assets
and net realized gain/loss on sales of Plan assets. Purchases and
sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Distributions
Account distributions are recorded when paid.
Amounts payable at June 30, 1993, to individuals who had withdrawn
from participation in the Plan and were included in net assets
available for benefits as of June 30, 1993, are as follows:
<TABLE>
<S> <C>
Stocks $1,429,000
Bonds 878,000
Delta Stock 655,000
Contracts 4,139,000
Index 273,000
Preferred 407,000
----------
Total $7,781,000
==========
</TABLE>
There were no amounts payable at June 30, 1994, to individuals who had
withdrawn from participation in the Plan.
Receivables and Liabilities
The receivables shown in the aggregate in the accompanying statements
of net assets include:
<TABLE>
1994 1993
------------- -------------
<S> <C> <C>
Employer contributions $13,038,000 $12,563,000
Interest and dividends 62,000 982,000
Due from broker 6,013,000 16,573,000
------------- -------------
Total $19,113,000 $30,118,000
============= =============
</TABLE>
-13-
<PAGE>
The liabilities shown in the aggregate in the accompanying statements of
net assets include:
<TABLE>
<CAPTION>
1994 1993
--------------- ---------------
<S> <C> <C>
ESOP Notes--principal $432,048,000 $441,441,000
ESOP Notes--interest 33,818,000 34,718,000
Due to broker 267,000 4,735,000
Due to others 730,000 423,000
--------------- ---------------
Total $466,863,000 $481,317,000
=============== ===============
</TABLE>
4. PARTICIPANTS:
The following table represents the number of participants in each fund at
June 30, 1994.
<TABLE>
<CAPTION>
Fund Participants Fund Participants Fund Participants
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stocks 33,048 Growth 11,936 OTC 262
Bonds 20,958 Delaware 238 Merrill Lynch 659
Delta Stock 21,009 Contrafund 8,690 Templeton 1,864
Contracts 33,486 Equity-Income 1,404 Select 264
Index 18,028 Growth & Income 1,555 Ultra 1,352
Conservative 6,735 Magellan 9,267 Total 59,943
-------------------------------------------------------------------------------------------------
</TABLE>
All active participants and any inactive participants who were active at
any time subsequent to the establishment of the Employee Stock Ownership
Plan ("ESOP") (see Note 8) are participants in the Preferred Stock Fund.
At June 30, 1994, 5,130 retired participants (or their designated
beneficiaries) were receiving monthly distributions from their accounts or
had elected to defer distribution to a later date.
5. FEDERAL INCOME TAXES:
A letter of determination dated August 18, 1992 from the Internal Revenue
Service ("IRS") states that the Plan, as amended through March 10, 1992, is
in compliance with Section 401(a) and applicable subsections of Section 409
of the Internal Revenue Code of 1986, as amended ("Code"), is entitled to
an exemption from federal income taxation under Section 501(a) of the Code,
is an employee stock ownership plan with a cash or deferred arrangement
under Section 401(k) of the Code, and satisfies the requirements of Section
4975(e)(7) of the Code. In the opinion of Delta's management, the Plan, as
of June 30, 1994, continues to be in compliance with Sections 401(a),
applicable subsections of Section 409 and 401(k), and continues to be
entitled to an exemption from federal income taxation under Section 501(a);
thus, no provision for federal income taxes has been made in the
accompanying financial statements.
-14-
<PAGE>
6. PLAN TERMINATION:
Plan assets that are held in Contracts are subject to certain restrictions
which, in the event of Plan termination, may affect the timing and value of
participant account distributions. Such distributions from Contracts may
(a) be made in installments over a period of one or more years, or (b), if
distributed in a single sum, incur a reduction in value. The amount of such
a reduction would depend on the market value adjustments made by each
insurance company to the value of assets distributed from their respective
contracts.
The Plan provides that Delta, at its discretion, may amend or discontinue
the Plan at any time.
7. PLAN AMENDMENTS:
During fiscal year 1994, the Plan was amended, effective July 1, 1993, in
certain respects, including, among other things, to increase the investment
options available to non-pilot participants; to permit certain non-pilot
participants to contribute up to 15% of their earnings, subject to certain
conditions; and to permit non-pilot participants to reallocate their
account balances or future contributions on a daily rather than quarterly
basis.
There were no significant amendments to the Plan for the year ended June
30, 1993.
8. EMPLOYEE STOCK OWNERSHIP PLAN:
On July 10, 1989, the Plan was amended and restated effective July 1, 1989
in order to add an ESOP feature. In connection with the establishment of
the ESOP, Delta sold 6,944,450 shares of Preferred Stock to Harris, as
trustee of the ESOP, for $72 per share, or approximately $500 million.
Harris initially financed this purchase by borrowing $493 million from
Delta and approximately $7 million from a bank.
On January 2, 1990, Harris repaid the outstanding principal balance of the
loan from the bank. On February 22, 1990, the Plan issued $481.4 million
principal amount of its Guaranteed Serial ESOP Notes ("ESOP Notes") to
third party lenders. The proceeds of the issuance of the ESOP Notes were
used to repay the outstanding principal balance of the loan made by Delta
to Harris when the ESOP was adopted. The ESOP Notes and certain related tax
indemnities are guaranteed by Delta (see Note 9).
The shares of Preferred Stock will be held in the name of the Trustee until
redemption or conversion and may not be sold by the Trustee or distributed
outside the Plan except for resale to Delta. The Preferred Stock is
redeemable at Delta's option. Delta is required to redeem shares of
Preferred Stock at any time to enable the Trustee to provide for
distributions to participants or to satisfy investment elections under the
Plan.
Each share of Preferred Stock has a stated value of $72; bears an annual
cumulative cash dividend of 6% or $4.32; is convertible into 0.8578 shares
of Common Stock at a conversion price of $83.94, subject to adjustment in
certain circumstances; has a liquidation preference of $72, plus any
accrued and unpaid dividends; generally votes together as a single class
with the Common Stock on matters upon which the Common Stock is entitled to
vote; and has one vote, subject to adjustment in certain circumstances. In
the event that full cumulative dividends on the Preferred Stock have not
been paid when due, Delta may not pay cash dividends on the Common Stock.
-15-
<PAGE>
The Plan provides that shares of Preferred Stock and Common Stock allocated
to a participant's account in the Preferred Stock fund ("Allocated Shares")
and the Common Stock attributable to a participant's account in the Delta
Stock fund will be voted by the Trustee in accordance with the
participant's confidential voting instructions or, if no voting
instructions are received by the Trustee, such shares will be voted by the
Trustee in its discretion. The Plan further provides that shares of
Preferred Stock not yet allocated to any participant's account will be
voted by the Trustee in proportion to the votes cast with respect to
Allocated Shares for which voting instructions are received.
Unallocated shares of Preferred Stock are held in a separate "Unallocated
Account" of the Plan, pending release and allocation to participants'
accounts. The number of shares of Preferred Stock released from the
Unallocated Account for a Plan year will generally be the number of shares
of Preferred Stock held in the Unallocated Account times the ratio that the
amount of principal and interest paid on the ESOP Notes with respect to
such Plan year bears to the total amount of principal and interest
remaining to be paid (including payments with respect to such Plan year).
Shares are released from the Unallocated Account to a "Holding Account"
upon debt service payments and are then allocated to participants' accounts
as Delta matching contributions and/or dividend income are received.
The ESOP Notes will be repaid primarily from the Company's contributions
(see Note 1) and dividends on the Preferred Stock. If dividends on shares
of Preferred Stock previously allocated to participants' accounts are used
to repay the ESOP Notes, additional shares of stock equal in value to such
dividends will be allocated to the accounts of participants who otherwise
would have received such dividends.
Shares of Preferred Stock released from the Unallocated Account (and not
allocated as described in the last sentence of the preceding paragraph)
will be allocated at the end of each quarter to the accounts of
participants making contributions to the Plan. The number of shares of
Preferred Stock so allocated will be based on a value equal to the higher
of $72 per share or the market value of the shares of Preferred Stock as
defined in the Plan in either case plus accrued and unpaid dividends. If
during the Plan year, the value of the Preferred Stock released from the
Unallocated Account as a result of the repayment of the ESOP Notes is less
than Delta's matching contribution to the Plan for that year, this
difference will be made up by Delta (a) prepaying the ESOP Notes to release
additional shares of Preferred Stock; (b) contributing cash to the Plan so
the Trustee may purchase Common Stock; or (c) contributing shares of Common
Stock to the Plan; in each case, for allocation to participants'
accounts. However, if at the end of the Plan year the value of the
Preferred Stock released from the Unallocated Account as a result of the
scheduled repayment of the ESOP Notes during that Plan year is greater than
Delta's matching contribution to the Plan for that Plan year, the excess
will be divided evenly among all participants then making contributions to
the Plan.
As of June 30, 1994, 1,418,370 shares of Preferred Stock with a market
value, as defined, of $102,123,000 had been allocated to participants'
accounts and 5,459,924 shares of Preferred Stock with a market value, as
defined, of $393,114,000 were held in the Unallocated Account. During the
Plan year ended June 30, 1994, 34,877 shares of Preferred Stock were
redeemed in connection with the payment of participant benefits.
-16-
<PAGE>
9. LONG-TERM DEBT:
At June 30, 1994, the Plan's long-term debt, including current maturities
of $10,845,000, consisted of $432,048,000 principal amount of ESOP Notes
(see Note 8) with interest rates originally ranging from 7.33% to 8.18% and
payable in installments through January 1, 2009. The interest rates on the
ESOP Notes are subject to adjustment in the event of certain changes in
federal income tax laws. As a result of certain changes in federal income
tax laws enacted as part of the Omnibus Budget Reconciliation Act of 1993,
which was signed into law on August 10, 1993, the interest rates on the
ESOP Notes were adjusted, retroactive to January 1, 1993, and now range
from 7.26% to 8.10%. Subject to certain restrictions, the ESOP Notes may
be prepaid at the option of the Plan at any time in whole or in part. As
discussed in Note 5 of the Notes to Consolidated Financial Statements in
Delta's 1994 Annual Report to Stockholders, Delta may be required to
purchase the ESOP Notes at the option of the holders in certain
circumstances.
At June 30, 1994, the annual maturities of the ESOP Notes for the next five
years and thereafter were as follows:
<TABLE>
<CAPTION>
Years Ending June 30, Amount
----------------------------------------
<S> <C>
1995 $ 10,845,000
1996 12,444,000
1997 14,206,000
1998 16,146,000
1999 18,283,000
thereafter 360,124,000
-------------
TOTAL $432,048,000
=============
</TABLE>
-17-
<PAGE>
10. PARTICIPANTS' UNITS:
At June 30, 1994, the number of participant units and unit value by fund
were as follows:
<TABLE>
<CAPTION>
--------------------------------------------
Fund Units Unit Value
--------------------------------------------
<S> <C> <C>
Stocks 28,162,642 $ 10.89
Bonds 12,068,250 9.90
Delta Stock 8,806,211 9.51
Contracts 582,232,004 1.00
Index 8,439,640 11.51
Conservative 3,336,076 10.12
Growth 5,743,931 10.16
Delaware 80,991 12.25
Contrafund 2,113,831 29.13
Equity-Income 253,588 31.97
Growth & Income 430,905 21.55
Magellan 795,192 63.95
OTC 42,802 21.94
Merrill Lynch 58,132 27.82
Templeton 1,072,718 12.91
Select 27,899 36.09
Ultra 363,729 19.26
--------------------------------------------
</TABLE>
11. RELATED PARTY TRANSACTIONS
Certain of the Plan's investments are shares of mutual funds or interests
in cash reserve accounts managed by the Trustee. Transactions related to
such investments qualify as party-in-interest transactions under ERISA.
Fees paid to the Trustee and the Recordkeeper by the Plan for investment
management and recordkeeping fees totaled $3,502,000 for the year ended
June 30, 1994. Additional fees totaling $483,000 were paid to the Trustee
and Recordkeeper directly by Delta.
12. SUBSEQUENT EVENTS:
Effective December 1, 1994, the Plan was amended in certain respects,
including, among other things, to increase the investment options available
to pilot participants and to permit pilot participants to reallocate their
account balances or future contributions on a daily rather than quarterly
basis.
Effective December 29, 1994, the Plan prepaid a portion of its existing
ESOP Notes with funds provided by Delta and, simultaneous with that
prepayment, issued to Delta new ESOP Notes in a principal amount equal to
the principal amount of the existing ESOP Notes prepaid (see Note 9).
-18-
<PAGE>
Delta Family-Care Savings Plan SCHEDULE I
Item 27a--Schedule of Assets Held For Investment Purposes Page 1 of 3
June 30, 1994
<TABLE>
<CAPTION>
Principal
Amount ($) or
Number of Market or Contract
Name of Issuer and Title of Issue Shares Cost Value
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STOCKS:
Delta International Equity Pool 8,314,408 $ 84,335,000 $ 99,839,000
Delta U.S. Equity Pool 19,290,095 196,792,000 200,424,000
-----------------------------------
Total $ 281,127,000 $ 300,263,000
-----------------------------------
BONDS:
-----------------------------------
* Fidelity Broad Market Duration Portfolio 10,290,622 $ 120,512,000 $ 119,063,000
-----------------------------------
DELTA STOCK:
* Delta Air Lines, Inc. Common Stock 1,812,077 88,059,000 81,997,000
* Fidelity Employee Benefit U.S. Government Reserves
Portfolio $ 926,000 926,000 926,000
-----------------------------------
Total $ 88,985,000 $ 82,923,000
-----------------------------------
CONTRACTS:
* Fidelity Employee Benefit U.S. Government Reserves
Portfolio $ 22,812,000 22,812,000 22,812,000
Guaranteed Insurance Contracts:
AEtna Life Insurance Company GIC:
#13690 1990-001, 9.09%, due August 1, 1995 $ 11,813,000 11,813,000 14,058,000
#13690 1990-002, 9.25%, due October 2, 1995 $ 5,875,000 5,875,000 7,012,000
#13690 1991-001, 8.70%, due January 27, 1997 $ 5,634,000 5,634,000 6,656,000
Cigna GIC:
GIC-25121, 8.68%, due January 17, 1998 $ 7,500,000 7,500,000 7,788,000
CNA Assurance Company GIC:
12971, 6.93%, due June 30, 1997 $ 15,000,000 15,000,000 15,063,000
GP-12614, 8.50%, due March 1, 1996 $ 16,727,000 16,727,000 19,689,000
GP-30000-105, 7.54%, due April 1, 1999 $ 5,333,000 5,333,000 5,333,000
Commonwealth Life Insurance Company GIC:
ADA00304FR, 9.79%, due July 7, 1994 $ 10,000,000 10,000,000 10,962,000
ADA00349FR, 8.20%, due February 1, 1996 $ 5,165,000 5,165,000 5,165,000
ADA00384FR, 8.26%, due October 3, 1994 $ 10,000,000 10,000,000 12,727,000
Hartford GIC:
GA-9176, 8.91%, due June 17, 1997 $ 10,000,000 10,000,000 12,958,000
GA-9308, 5.22%, due September 19, 1994 $ 15,000,000 15,000,000 15,022,000
GA-9414, 5.60%, due March 20, 1995 $ 10,000,000 10,000,000 10,154,000
John Hancock GIC:
GAC 5526, 9.45%, due August 1, 1994 $ 5,000,000 5,000,000 5,513,000
GAC 5642, 9.29%, due July 31, 1997 $ 5,947,000 5,947,000 7,103,000
GAC 5737, 9.31%, due November 14, 1997 $ 5,804,000 5,804,000 6,935,000
GAC 5833, 8.86%, due January 16, 1998 $ 3,000,000 3,000,000 4,022,000
GAC 6256, 7.43%, due May 30, 1997 $ 10,000,000 10,000,000 11,607,000
Life of Virginia GIC:
GS-1794, 6.33%, due November 18, 1994 $ 4,439,000 4,439,000 4,555,000
Massachusetts Mutual GIC:
PGIC 10391, 7.55%, due July 5, 2002 $ 42,968,000 42,968,000 42,968,000
GAC-10064, 9.70%, due December 1, 1997 $ 11,666,000 11,666,000 14,037,000
MBL Life Assurance GIC:
4982-1, 5.10%, due December 31, 1999 $ 3,590,000 3,590,000 3,605,000
</TABLE>
* Denotes a party-in-interest.
The accompanying notes are an integral part of this schedule.
-19-
<PAGE>
Delta Family-Care Savings Plan SCHEDULE I
Item 27a--Schedule of Assets Held For Investment Purposes Page 2 of 3
June 30, 1994
<TABLE>
<CAPTION>
Principal
Amount ($) or
Number of Market or Contract
Name of Issuer and Title of Issue Shares Cost Value
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4982-2, 5.10%, due December 31, 1999 $ 830,000 830,000 834,000
4982-3, 5.10%, due December 31, 1999 $ 1,207,000 1,207,000 1,212,000
4982-4, 5.10%, due December 31, 1999 $ 76,000 76,000 76,000
New York Life GIC:
GA-06178, 8.35%, due April 22, 1996 $ 10,000,000 10,000,000 10,160,000
GA-06329, 7.25%, due December 29, 1995 $ 15,000,000 15,000,000 15,816,000
GA-06355, 7.44%, due December 31, 1996 $ 15,000,000 15,000,000 15,783,000
GA-06494, 7.00%, due January 21, 1997 $ 10,000,000 10,000,000 10,307,000
Ohio National Life GIC:
GA 4793, 8.75%, due December 11, 1994 $ 5,000,000 5,000,000 5,236,000
Pacific Mutual GIC:
G-26062.01, 5.16%, due June 30, 1996 $ 20,000,000 20,000,000 20,504,000
Peoples Securities Life GIC:
BDA00368FR, 5.24%, March 31, 1996 $ 20,000,000 20,000,000 20,518,000
Principal Financial Group GIC:
4-12388, 6.05%, December 31, 1996 $ 20,000,000 20,000,000 20,319,000
Provident National GIC:
027-04522-02A, 8.70%, due January 15, 1996 $ 8,934,000 8,934,000 8,934,000
027-04522-03A, 8.53%, due July 1, 1996 $ 10,000,000 10,000,000 13,012,000
Prudential GIC:
GA-6118-212, 9.55%, due September 30, 1995 $ 4,785,000 4,785,000 5,006,000
GA-6118-215, 6.77%, due April 1, 1997 $ 15,000,000 15,000,000 17,081,000
GA-6118-216, 6.76%, due March 31, 1997 $ 20,000,000 20,000,000 20,229,000
State Mutual GIC:
GA-91288-A02, 9.44%, due August 15, 1997 $ 9,474,000 9,474,000 11,346,000
GA-91288C, 8.45%, due May 28, 1996 $ 10,000,000 10,000,000 10,198,000
GA-91288A, 9.25%, due November 1, 1995 $ 3,147,000 3,147,000 3,288,000
GA-91288B, 8.69%, due March 31, 1996 $ 10,000,000 10,000,000 10,203,000
--------------------------------------------
Total Guaranteed Insurance Contracts 428,914,000 462,994,000
Separate Insurance Contracts:
MBL Life Assurance GIC:
6-4982-1, 3.50%, due December 31, 1999 $ 7,980,000 7,980,000 8,003,000
6-4982-2, 3.50%, due December 31, 1999 $ 1,845,000 1,845,000 1,851,000
6-4982-3, 3.50%, due December 31, 1999 $ 2,683,000 2,683,000 2,690,000
6-4982-4, 3.50%, due December 31, 1999 $ 168,000 168,000 169,000
New York Life SEP:
GA-20019, 6.15%, March 20, 1998 $ 19,571,000 19,571,000 19,571,000
GA-20040, 5.44%, June 30, 1998 $ 24,734,000 24,734,000 24,758,000
Provident National SEP:
028-05451, 5.08%, July 31, 1997 $ 14,948,000 14,948,000 14,948,000
Prudential SEP:
917480, 6.08%, due December 31, 1998 $ 24,925,000 24,925,000 24,925,000
--------------------------------------------
Total Separate Insurance Contracts 96,854,000 96,915,000
--------------------------------------------
Total Insurance Contracts Fund $ 548,580,000 $ 582,721,000
--------------------------------------------
* INDEX 8,439,640 $ 96,610,000 $ 96,381,000
--------------------------------------------
</TABLE>
* Denotes a party-in-interest.
The accompanying notes are an integral part of this schedule.
-20-
<PAGE>
Delta Family-Care Savings Plan SCHEDULE I
Item 27a--Schedule of Assets Held For Investment Purposes Page 3 of 3
June 30, 1994
<TABLE>
<CAPTION>
Principal
Amount ($) or
Number of Market or Contract
Name of Issuer and Title of Issue Shares Cost Value
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CONSERVATIVE:
Delta U.S. Equity Pool 1,286,529 13,627,000 13,367,000
* Fidelity Broad Market Duration Portfolio 1,750,377 21,044,000 20,252,000
--------------------------------------------
Total $ 34,671,000 $ 33,619,000
--------------------------------------------
GROWTH:
Delta U.S. Equity Pool 3,359,058 35,587,000 34,901,000
* Fidelity Broad Market Duration Portfolio 1,994,631 23,961,000 23,077,000
--------------------------------------------
Total $ 59,548,000 $ 57,978,000
--------------------------------------------
DELAWARE 80,991 $ 1,157,000 $ 992,000
--------------------------------------------
* CONTRAFUND 2,113,831 $ 68,429,000 $ 61,576,000
--------------------------------------------
* EQUITY-INCOME 253,588 $ 8,471,000 $ 8,107,000
--------------------------------------------
* GROWTH & INCOME 430,905 $ 9,647,000 $ 9,286,000
--------------------------------------------
* MAGELLAN 795,192 $ 58,554,000 $ 50,845,000
--------------------------------------------
* OTC 42,802 $ 1,059,000 $ 939,000
--------------------------------------------
MERRILL LYNCH 58,132 $ 1,654,000 $ 1,617,000
--------------------------------------------
TEMPLETON 1,072,718 $ 14,056,000 $ 13,849,000
--------------------------------------------
SELECT 27,899 $ 1,187,000 $ 1,007,000
--------------------------------------------
ULTRA 363,729 $ 7,792,000 $ 7,005,000
--------------------------------------------
PREFERRED:
* Delta Air Lines, Inc. Common Stock 1,168,208 57,097,000 52,862,000
* Delta Convertible Preferred Series B 6,878,294 495,237,000 495,237,000
* Fidelity Employee Benefit U.S. Government Reserves
Portfolio $ 26,921,000 26,921,000 26,921,000
--------------------------------------------
Total $ 579,255,000 $ 575,020,000
--------------------------------------------
PARTICIPANT LOANS $ 35,009,000 $ 35,009,000 $ 35,009,000
--------------------------------------------
TOTAL INVESTMENTS $ 2,016,303,000 $ 2,038,200,000
============================================
</TABLE>
* Denotes a party-in-interest.
The accompanying notes are an integral part of this schedule.
-21-
<PAGE>
SCHEDULE II
Delta Family-Care Savings Plan
Item 27a--Schedule of Assets Held for Investment Purposes Which Were Both
Acquired and Disposed of Within
the Plan Year
For the Year Ended June 30, 1994
<TABLE>
<CAPTION>
Units or Costs of Proceeds of
Name of Issuer and Title of Issue Shares Acquisition Dispositions
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STOCKS:
Delta International Equity Pool 8,910,584 $ 90,297,000
Delta International Equity Pool 596,176 $ 6,616,000
Delta U.S. Equity Pool 22,240,977 226,514,000
Delta U.S. Equity Pool 2,950,882 31,227,000
DELTA STOCK:
* Delta Air Lines, Inc. Common Stock 240,690 17,993,000
* Delta Air Lines, Inc. Common Stock 544,335 29,263,000
CONSERVATIVE:
Delta U.S. Equity Pool 1,693,522 17,936,000
Delta U.S. Equity Pool 406,993 4,350,000
GROWTH:
Delta U.S. Equity Pool 3,849,044 40,775,000
Delta U.S. Equity Pool 489,986 5,245,000
PREFERRED:
* Delta Air Lines, Inc. Common Stock 446,110 30,175,000
* Delta Air Lines, Inc. Common Stock 22,837 1,200,000
</TABLE>
* Denotes a party-in-interest.
The accompanying notes are an integral part of this schedule.
-22-
<PAGE>
SCHEDULE III
Delta Family-Care Savings Plan
Item 27b--Schedule of Loans or Fixed Income Obligations
June 30, 1994
<TABLE>
<CAPTION>
Amount received
during reporting year Amount overdue
===================== ==============
Detailed description of loan including dates
of making and maturity, interest rate, the
Identity and Original Unpaid type and value of collateral, any
address of amount of balance at renegotiation of the loan and the terms of
obligor loan Principal Interest end of year the renegotiation and other material items Principal Interest
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Participants $ 705,000 $ 274,000 $ 22,000 $257,000 Varies $ 55,000 $ -
</TABLE>
The accompanying notes are an integral part of this schedule.
-23-
<PAGE>
Delta Family-Care Savings Plan SCHEDULE IV
Item 27d--Schedule of Reportable Transactions (a)
For The Year Ended June 30,1994
<TABLE>
<CAPTION>
Purchases Sales
=================================================================================================
Number of Purchase Number of Cost of Net
Description Transactions Price Transactions Amount Assets Sold Gain or (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Delta U.S. Equity Pool 277 $ 285,225,000 386 $ 40,822,000 $ 39,219,000 $ 1,603,000
Delta International Equity
Pool 15 90,297,000 9 6,616,000 5,962,000 654,000
* Fidelity Broad Market
Duration Portfolio 253 215,752,000 349 51,123,000 50,235,000 888,000
* Fidelity Employee Benefit
U.S. Government Reserves
Portfolio 836 467,302,000 801 416,643,000 416,643,000 --
</TABLE>
(A) Represents transactions or a series of transactions in securities of the
same issue having a cumulative value in excess of 5% of the current value
of plan assets at July 1, 1993.
* Denotes a party-in-interest.
The accompanying notes are an integral part of this schedule.
-24-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of Delta Air Lines, Inc. has duly caused
this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
DELTA FAMILY-CARE SAVINGS PLAN
/s/ Thomas J. Roeck, Jr.
By: Thomas J. Roeck, Jr.
Senior Vice President--Finance and
Chief Financial Officer
Delta Air Lines, Inc.
January 11, 1995
-25-
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent pubic accountants, we hereby consent to the incorporation by
reference of our report dated January 6, 1995 included in Delta Air Lines,
Inc.'s annual report on Form 11-K for the Delta Family-Care Savings Plan for the
year ended June 30, 1994 into the Company's previously filed Registration
Statement No. 33-30454.
Arthur Andersen LLP
Atlanta, Georgia
January 11, 1995
-26-
